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BLT: June 2014

Our Mini-Theme: Nonprofit Organizations: Changes in Challenging Times

Our Mini-Theme

Our Mini-Theme: Nonprofit Organizations: Changes in Challenging Times

A fixture of many different kinds of business contracts is the termination-on-bankruptcy (ToB) provision. In the United States, bankruptcy law restricts enforceability of ToB provisions. Nevertheless, in certain circumstances they are enforceable; the purpose of this article is to propose model language for such circumstances.

In its May 8, 2014, decision in ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court may have opened the door to the adoption by Delaware corporations of a bylaw provision that shifts litigation expenses to shareholders when they bring, and lose, intra-corporate litigation claims against the corporation and its directors and officers.

The recent battle between auction house Sotheby’s and its largest shareholder will have lasting implications for the corporate governance landscape and provide a playbook for how activist investors conduct future campaigns for influence and how companies respond. In Third Point LLC v. Ruprecht, et al., the Delaware Chancery Court held the Sotheby’s board acted reasonably by adopting and then maintaining a stockholder rights plan, or so-called “poison pill,” with a relatively new, two-tiered triggering threshold.

Obtaining an attorney fee award for an “exceptional” patent infringement case just became easier following two decisions issued by the Supreme Court this session.

This article discusses the 2014 proposed amendments to the Delaware General Corporation Law and certain other proposed amendments to the Delaware Code, which address a number of different topics, including the streamlined back-end merger process under Section 251(h) of the DGCL, springing director and stockholder consents, certain charter amendments without stockholder approval, and the statute of limitations for breach of contract claims.

Mac McCoy, a shareholder at Carlton Fields Jorden Burt in Tampa, Florida, practices complex state and federal litigation. He’s also savvy about social media and serves as the director of the firm’s video law blog. He regularly speaks at bar associations and lawyers’ groups about social media and the legal profession – what works, what doesn’t, and how to abide by the Rules of Professional Conduct. He also has ideas about how to promote diversity using social media and how to recruit and retain young lawyers.

At the 2014 Spring Meeting of the Business Law Section in Los Angeles, California, the Section kicked off a pilot program to video record selected CLE programs. Those video programs are now available through the Program Materials Library or directly through links below.

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Question: On April 13, 2010, Maryland became the first state to recognize benefit corporations (or B-corps, as they are colloquially known) with the adoption of the Maryland Benefit Corporation Act (Maryland Corporations and Associations Article §§ 5-6C-01 through -08). The Maryland Benefit Corporation Act was sponsored by a member of the American Bar Association. Can you name him?

Please see Inside Business Law for the answer to this month’s Business Law Section Trivia Question.

The August issue of BLT will focus on an important issue in business law practice: diversity. Other feature articles focus on an array of topics: the Yates Memo, protecting your brand in a complicated Internet landscape, and immigration law compliance. This BLT issue contains much more business law content—don’t miss it!

Do you have a great idea for a BLT article? Would you like to see more of a featured column? Let us know how we can make Business Law Today the best resource for you and your clients. We welcome any suggestions. Please send us your feedback here.

Saratoga Institute on Equine, Racing and Gaming Law
August 9-10, 2016
Saratoga Springs, NY

Business Law Section Annual Meeting – Last chance to save $100. Register by July 22!
September 8-10, 2016
Boston, MA

Miscellaneous IT Related Legal News (MIRLN) 26 June - 23 July 2016 (v19.10)

BLT is a web-based publication drawing upon the best of the Section's resources, including featured articles and other information from around the Section. Stay informed on the latest business law practice news and information that will benefit you and your clients.